Transmit Entertainment Limited — Proxy Solicitation & Information Statement 2015

May 13, 2015

==> picture [56 x 74] intentionally omitted <==

Pegasus Entertainment Holdings Limited 天 馬 影 視 文 化 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1326)

PROXY FORM

Form of proxy for use by Shareholders at the extraordinary general meeting to be held at Rooms 1801–02, Westlands Centre, 20 Westlands Road, Quarry Bay, Hong Kong on 29 May 2015 at 4:00 p.m. (or any adjournment thereof)

I/We (note a)

of

being the holder(s) of

(note b) share(s) of HK$0.01 each of

Pegasus Entertainment Holdings Limited (the ‘‘Company’’) hereby appoint the Chairman of the extraordinary general meeting (the ‘‘Meeting’’) of the Company or

of to act as my/our proxy (note c) at the Meeting to be held at Rooms 1801–02, Westlands Centre, 20 Westlands Road, Quarry Bay, Hong Kong on 29 May 2015 at 4:00 p.m. and at any adjournment thereof and vote on my/our behalf as directed below.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast in respect of such resolution as hereunder indicated (note d).

	ORDINARY RESOLUTION	ORDINARY RESOLUTION	FOR	AGAINST
	1.	‘‘THAT: (a) the agreement dated 6 March 2015 (as amended by a supplemental agreement dated 30 April 2015) (the ‘‘Agreement’’) entered into between the Green Riches Holdings Limited, which is a direct wholly-owned subsidiary of the Company, as purchaser (the ‘‘Purchaser’’), the Company and Ms. Wong Kit Fong (the ‘‘Vendor’’) as vendor in relation to the acquisition of the entire issued share capital of Chili Advertising & Promotions Limited by the Purchaser, a copy of the which has been produced to this meeting marked ‘‘A’’ and signed by the Chairman of the meeting for the purpose of identification, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified. (b) the allotment and issue of 46,000,000 new ordinary shares of HK$0.01 each (the ‘‘Consideration Shares’’) in the share capital of the Company to the Vendor credited as fully paid at an issue price of HK$1.26 per Consideration Share pursuant to terms and conditions of the Agreement be and are hereby approved. (c) any one or more of the directors of the Company be and is/are hereby authorised to implement and take all steps and do all acts and things and execute all such documents (including under seal) which he/she/they consider necessary or expedient to give effect to the Agreement and the transactions contemplated thereunder including but not limited to the allotment and issue of the Consideration Shares.’’

Full text of the relevant resolution is set out in the notice dated 13 May 2015 convening the Meeting.

Dated Shareholder’s signature (notes e, f, g and h)

• Notes: a. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS.

• b. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

• c. ChairmanA proxy needof thenotextraordinarybe a membergeneralof themeetingCompany.(the If‘‘Meetingyou wish’’) toof theappointCompanysome orperson’’ and otherinsertthanthe namethe Chairmanand addressof theof theMeetingpersonasappointedyour proxy,proxypleasein thedeletespacetheprovided.words ‘‘the

• d. theIf youboxwishmarkedto vote‘‘AGAINSTfor a resolution’’ againstsetsuchout above,resolution.pleaseIf tickthe form(‘‘P’’returned) the boxismarkedduly signed‘‘FORbut’’ againstwithoutsuchspecificresolution.directionIf youon anywishoftothevoteproposedagainst resolutions,a resolution,thepleaseproxytickwill(‘‘Pvote’’) or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those set out in the notice convening the Meeting.

• e. In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holders whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

• f. The form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under seal or under the hand of an officer, attorney or other person duly authorised.

• g. Todepositedbe valid,at thethis officesform ofofproxythe Companytogether ’withs HonganyKongpowerbranchof attorneyshare orregistrar,other authorityTricor Investor(if any)Servicesunder whichLimited,it is atsignedLevelor22,a certifiedHopewellcopyCentre,of such183powerQueenor’s authorityRoad East,mustHongbe Kong not later than 48 hours before the time of the Meeting or any adjourned meeting.

• h. Any alteration made to this form should be initialled by the person who signs the form.

• i. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish and in such event, the instrument appointing the proxy shall be deemed to be revoked.